A Berrisford Goodbye
by dooski
Summary: Max and Alec have a talk post the Berrisford Agenda. MA friendly [complete]
1. Chapter 1: The One I Love

**A Berrisford Goodbye**

Max and Alec have a talk post the Berrisford Agenda.

* * *

_Max got to say goodbye to her pain for Ben with the comfort of Alec surrounding her. What if she'd done the same for him following the pain of Rachel?_

_This is what should have happened at the end of The Berrisford Agenda. Max reaches out to Alec._

**setting**: right after the Berrisford Agenda. But the final scene, with Max and Logan, and then Alec and Max at Jam Pony, never took place

**pairing: **MA

**a/n**: the chapter titles are songs that I thought were appropriate for the mood.

* * *

**Chapter 1: The One I Love**

* * *

_The One I Love by the Rasmus_

Haven't slept in a week

My bed has become my coffin

Cannot breathe, cannot speak

My head's like a bomb, still waiting

Take my heart and take my soul

I don't need them anymore

----------

The one I love

Is striking me down on my knees

The one I love

Drowning me in my dreams

The one I love

Over and over again

Dragging me under

* * *

Alec slumped onto his crappy bed in his crappy apartment feeling nothing but his crappy guilt. Part of him actually wanted a session of Psy-Ops right now. It could serve as some sort of punishment, take the guilt off of him for a moment. Maybe even erase the horrible memory of responsibility. 

But a distant voice in the back of his mind, the light burning in the dark corners of his heart, told him he had to remember. So that she would live on, if only in his tortured mind. Her innocence and gift wouldn't be forgotten; it wasn't all for nothing.

No more tears would be spilled, though it would have been great to just let it all out. That was the problem, though. There was no way he could just let it go- cry out some tears and leave his pain to water the earth and leave him forever. It didn't work that way. Not especially when you are a transgenic with all things enhanced, including his vivid mind, leaving him with such lively memories of his darkest hour, so that he could relive it over and over.

"_I love you_."

How could such lovely words hurt so much?

When the words had escaped her lips, he hadn't known what to think. His heart had felt lighter than he thought possible. And yet… it was all a lie. She didn't love him. She loved Simon Lehane, a man that didn't even exist. And never would.

Even though he knew it wasn't really meant for him, Alec was touched by her heart's confession. And although he'd never admit it to any of the guys at work, he knew that just hearing that phrase meant for _him_ would have been enough to fill him with happiness for as long as he lived.

Too bad he would never live to see the day where someone said that to 494, the Manticore assassin.

_Who would love a genetically engineered killing machine?_ he thought to himself miserably. _Who could possibly love a man who's done the things that I have?_

Hewas disgusted with himself.

_I didn't deserve her_. Rachel was too good for him. He'd been a poison to her life.

His memory was back. Every single blessed piece of it, for what torturous self-guilt it was worth. Psy-Ops had done a good job of hiding it from him for two years. But it had finally come back in full. He was well aware of every horrible detail to the Berrisford mission.

_And now I have to live with myself_, he thought disgustedly.

He closed his eyes to the world, hoping that he would at least find some peace from his guilt in his sleep.

--------------------------------------------------

A quiet knocking on the door interrupted Alec's plan of being dead to the world for the evening.

His eyelids flipped open with irritation before he reluctantly prodded to the door.

His head was low as he opened it. Although he was hit with surprise to find who was standing in his doorway, he didn't express it at all. No smirking or smart-ass replies tonight. He didn't have it in him.

Not to mention, she was frankly the last person he wanted to see right now. Heck, he'd even take Logan at the moment. Anyone but her. She was probably going to bitch him out for something stupid, like always, and he really wasn't in the mood.

"Alec," she said softly to him.

"I told you to leave me alone," he told her, his voice void of emotion and his stare empty. It was the 3rd time he'd made the request for her to keep away from him that night. Couldn't she just listen for once? He rolled with her punches every day. But not this time. She'd have to find someone else to beat on. 'Cuz right now, all he was interested in was taking a much needed break from it all.

Alec turned his back to her but didn't shut the door. He plopped onto one of his barstools and let out an irritated sigh, sounding close to a protesting growl. _This better be quick_, he thought to himself. He couldn't put up with Max tonight on top of everything else.

He didn't look up, but the sound of his door shutting followed by her quiet footsteps coming into the kitchen told him that she hadn't listened… again.

"Alec," she repeated as she sat next to him.

Alec rolled his eyes in annoyance. Normally, he couldn't get her to give him the time of day. Now when he actually wanted her to leave him be, she wouldn't go away.

"I wonder…" he said aloud before finally turning his face toward hers. "…If I _begged_, would you listen to me? Or do I have to my own informant net and alter-ego to get you to give a damn about my wishes?"

"Don't change the subject to Logan," she shot back at him, her voice finally letting on some of her usual regard for him- irritation and fury.

"I'm sorry," he replied with cold sarcasm, "I didn't realize that we _had _a subject to stray from. Now that I think of it…I said 'leave me alone' and… _you_… followed me into the kitchen."

Max folded her arms at him. "I could slap you," she told him, the look in her eyes indicating that she really wanted to.

"So what's holding you back?" he asked her. "You've never hesitated before."

"Quit it!" she demanded.

"I asked you first," he responded. He then turned to his cupboard. Another drink wouldn't hurt. Dealing with Max practically demanded one. And maybe it would actually affect him this time, seeing as he'd already had quite a few.

"I'm not going to let you change the subject again, Alec," she insisted.

Alec rolled his eyes. _Fine! _he thought to himself. "Suit yourself, Maxie. But I hope it doesn't _bother _you for me to have a drink in my own apartment. Wouldn't want to go against whatever your plan for me is tonight, but I could really use one."

"You don't think you've had enough already?" she questioned him with that judgmental look of hers.

Her typical disapproval of his decisions sealed it. He _definitely _needed a drink. With a simple smirk as his only reply, he ignored her concerns and pulled out a bottle of his usual- scotch, as well as two glasses.

"Well, at least you have the decency to share," Max commented.

Funny. He was expecting an answer with less appreciation and far more irritation. Alec shrugged before filling both glasses. "Hey, I was trained in these things. I learned my manners while preparing for one of my first missions. Apparently, a little politeness and a pretty face will fool people into thinking you're actually a decent guy."

"You didn't fool me," she argued his comment.

Alec laughed lightly. _Gah! Leave it to Max to piss on a guy when he's down. Nothing like salt in the wound from Manticore's finest._ "Of course not!" he told her while grasping onto his glass. "You had me figured out from day one, didn't ya, Maxie?"

Instead of answering his comment, she changed the subject. "Look, I didn't come here to discuss first impressions."

Alec wasn't the least bit surprised that she took the safe, and typical Max route, of changing the subject. But he did find some surprise in her statement. He was hoping to spur enough anger to royally piss her off. He figured if she got worked up enough, maybe she'd finally take the hint and go away.

But instead, she shrugged, her voice soft as she continued. "But hey, you're right. I think we both could use a drink first."

Another surprise, and this one a double-whammy. Max wanting to share a drink with him. And if that weren't enough, she had just told him he was right. In Max's world, Alec was always wrong. And normally, she didn't even want to share the same city with him. If he were in any better spirits, he'd surely use her actions tonight against her. At least he could always hold onto them for later when he was feeling more himself.

"What are you doing here, Max?" he asked, suddenly serious. His voice was just as low as his mood, and as he finished the question, he downed the double-shot all at once. Alec was almost grateful for the burn that traveled down his throat as the amber liquid flew down his pipes. The pained sensation followed by the numbing feeling as he inhaled told him that he still had some feeling left in him.

Max didn't answer right away, and instead took her own glass down in one swift movement.

At her silence, he continued. "And what made you knock as opposed to breaking in for once? Because it's pretty clear that you're not here to _ask _if I mind your company."

"Maybe… I just wanted to talk to you," she told him. "Is that so hard to believe?"

Alec almost laughed. "Yeah," he answered simply before downing another glass.

"I know that I'm not always easy on you," she began.

"That's an understatement," he interrupted her. "Boy, you're full of those tonight, aren't you?"

"Well maybe I'm not the only one," she challenged him, her voice a bit stronger and more to her usual spirit.

Alec frowned as he considered the statement. The woman was right. He was taking out some of his frustration on her. But hey, if she'd just listened to him and stayed the hell away, he could have dealt with this all on his own, bottled it up nice and carefully, and been back to being a chauvinistic smart-ass for the next time she saw him.

That was what she wanted, right? Her Pretty Boy, self-serving, Manticore screw-up. The one she could blame when everything was wrong with her own life.

"If I answer whatever you're wanting to know, will you leave?" he asked her coldly.

"For the record, Alec, I _did _leave you alone when you asked me to," she defended herself against his accusations.

"Oh… is that why you popped out of nowhere in that house? Because you were so busy leaving me alone? 'Cuz I coulda sworn that you followed me there and had to butt in."

As he sensed her arm about to thrust forward, he couldn't help smirking sarcastically. Here it was, she was going to slap him, spit some insult at him, and storm off in the usual Max-like fashion; and he'd be rid of her until when he was ready to face the world again.

But instead, her hand reached out to grab the bottle just in front of him, and she poured herself another glass.

"Okay," she said out loud. "That one was my bad. You get a freebie. I got distracted. I won't let it happen again."

"What are you talking about?" Alec snapped at her.

"That was your free jab at me. I hope you enjoyed it, 'cuz I'm not here to be your punching bag."

"Riiight…" he replied. "'Cuz that job's reserved for _me_, right?"

"You're welcome, by the way," she told him, her eyes narrowing in a glare.

"For what? Ruining my night just when I thought I was finally free from you?"

"For saving your ass… again."

"Is this what you wanted to talk about?" he asked her, letting out a laugh. "Fine. I guess I'm up for a rant from you. Even if I wasn't, it's not like I could _beg _you to shut up. I already tried that."

"Shut up!" she snapped at him.

He clicked his tongue to his teeth, making a 'tsk tsk' sound. "And here I thought you wanted to talk."

"It must be real easy for you," she told him. "Spouting all your smart-ass bullshit, all behind your smart-ass grin."

"Oh yeah. Life's a cake, Max."

"…While some of us," she continued as though he hadn't spoken, "actually try to do something about the shit we've been dealt."

Alec groaned, and didn't bother to keep it inward. Finally, she'd told him enough to discover her true purpose in being there – he had a front row seat to one of those rare Max lectures about kindness, morality, and the meaning of life.

"Did it ever occur to you, Max," he replied to her, "that I _really _don't care?"

"Yeah," she admitted to him, more easily than he'd anticipated. "Quite a few times, now that you mention it. The fact that you couldn't care less about _anything _other than yourself has crossed my mind, on average… a hundred times a day."

Alec shook his head amusingly before pouring another glass. "Like that's a surprise," he remarked. She made no attempt to keep it a secret, her disapproval of his every action or even existence.

Part of him couldn't believe that she was goading him. He wanted just what he'd said- nothing, to be left alone. But her presence called for his usual comments, even if they were colder than normal.

Of course, he couldn't help that she was especially annoying tonight. The whole day had been a complete nightmare for him. Being assaulted with horrifying memories of the worst experience of his life. And finding out the truth of what happened to his first and only love – all of it, his fault.

And here Max was, coming into his apartment, turning his attentions and focus onto her. She couldn't possibly understand what he was going through.

It didn't matter that she understood Manticore, at least part of it. Like he'd told her earlier, she had taken off at the young age of 9. And at least her first love was still alive and doing fine. Sure, there was always that chance that she could hold the responsibility for killing him, but she actually had a choice. And for the time being, the man was safe and sound. And in some twisted way, she'd managed to still hold onto a relationship with him, which was completely beyond Alec. They couldn't even hold hands, but somehow they were holding on just fine to their relationship.

"What else am I supposed to think, Alec?" Max defended herself. "I don't have to point out how many times you've screwed up."

"But you do, Max! Don't you get that?" he admitted his frustrations to her. Fine, why not tell her the truth? He'd completely fucked up already with the only other girl that had been a part of life. Why not add Max to the list? And hell, after that, he could go for a hat trick with Cindy just for kicks.

"_Somebody's _gotta keep you on your toes," she continued to try and justify her regard toward him.

"Oh, am I supposed to _thank _you?" he asked sarcastically.

Max shrugged. "Like I said, I saved your ass again."

"I didn't ask you to," he dismissed the responsibility.

"No," she admitted. "But you didn't have to. I've got your back."

Alec almost laughed. If Max having his back meant also having his head in a lock and his every action under constant scrutiny, he'd rather take his chances alone.

"I think you know that I've had a hell of a day, Max," he tried one more time to get her to see things from his prospective. "And I really just want to be left alone."

When his response was only the refilling of her glass, he continued. "I'm really tired, Max. See, it's great that you have all that shark DNA swimming around in there, but I actually _need _sleep. Desperately. And now."

"I'm sick of your excuses, Alec," she finally said to him. "You wouldn't leave me alone when I practically begged you," she pointed out before downing the glass. She then shrugged before finishing, "I'm just returning the favor."

Alec laughed at her selective memory. "Was it begging? That whole 'stay the hell out of my life' bit?"

Max shrugged nonchalantly. "What does it matter how I sent the point home? Obviously, you didn't give a rat's ass. Why'd you do it anyway, Alec?"

Alec was finding it more and more difficult to remain civil with each passing second. There was only so much irritation he could handle in one night. What he wanted was to punch his fist through the wall. But instead, she was asking him to do a little self-reflection- _now._ Like he wasn't already beating himself up over Rachel.

"It must have been the sunshine that comes with every glare you give me. Or maybe those treasured conversations where you tell me what an asshole I am."

"You _are _an asshole," she defended her comments. "And once again, ya failed to answer the question."

"I'm not the only one!" Alec shot back at her. "Tell me again why you're here? I must have missed it the first time."

Max narrowed her eyes at him. "I'm here because I wanted to talk. Like I said."

"No, you wanted _me_ to talk," he corrected her. "And not about what _I _want to talk about- 'cuz that's easy- nothing."

"It's just something that's been bugging me lately," she tried to explain.

"Can't the world wait to revolve around you until _tomorrow_?" he complained.

"Why'd you stick around?" she prodded him again, ignoring the protest.

Alec couldn't believe the nerve she had! "I really didn't think about it, Max," he told her honestly. "But I'm suddenly wishing I had."

As he finished the comment, he noted something unfamiliar, at least previously, shining in her eyes. She'd never looked at him like that before… It served to calm him somewhat for a moment, as he focused on figuring out what her stare meant as opposed to the pain he was in.

"I thought I saw something today," she confessed to him, her voice open and vulnerable.

Alec tried to quit taking out his frustration on her. He took a moment to gather himself with a final sigh, and when he turned to face her again, his face was calm, a Manticore mask firmly in place. "Can we please just talk about this tomorrow, Max? This day's just been too long."

Instead of returning his calm demeanor, the comment seemed to elicit more of her fury. "Explain to me again why today sucked," she demanded, hoping to encourage some openness.

The gravesite burned into Alec's mind for a split second, the image and the memories it sparked sending a sharp pain to his heart, until he shook his thoughts away with another shot of the scotch.

"Well, for starters, you're here," he said rudely, deliberately keeping the subject as far away from Rachel as possible. Not to mention, it was an easy opportunity to upset her more. Maybe she'd finally get irked enough to back off.

Max glared at him, as predicted, but unfortunately, didn't leave, as hoped.

"Max, what do you want from me?" he asked more seriously. "I've never felt more worthless in my entire life. Is that what you want to hear?" He turned away from her coldly. _Damnit, Max! _A burning feeling flooded his mind, threatening to spill out in the form of tears.

Alec focused to keep it together. He refused to cry in front of her. Rachel was gone. She wasn't here. This was just Max. The same Max who insulted him right and left and didn't give a damn about him.

His mind was being traitorous again, filling with images of his shattered heart. Her long brown hair as he held her in his arms. Her blinding smile as she found happiness in being near him. The look of desire coming from her beautiful brown eyes as they poured into his. The innocent taste of her soft lips against his.

The warm feeling coming from Max's hand as she rested it on his shoulder brought his focus and attention back to his apartment and the moment in front of him. Max was here, in his kitchen, sharing a drink with him.

Why was he so angry with her?

Alec finally took in the full sight of her, resting so comfortably on the barstool beside his. One elbow propped on the counter just beside her now empty glass; one arm reaching out to him, offering comfort.

As his hazel eyes met hers, relief came over him. He wasn't staring into the eyes of someone with pity. She didn't regard him as helpless- or worthless. The stare that met his brought surprise again to him. The brown orbs held understanding- or at least, the desire to.

She'd never ask him out loud. He wasn't sure if he could accept it if she did. But her eyes were almost pleading him, calling him to let her in.

"Tell me about her," she asked him.

* * *

**a/n: **so what do ya all think? I know, this is a bit more angst than I normally put out. Not to mention, it's Alec angst. But I'm shooting for a lighter ending. 

ps, anyone waiting for my other stuff, I'm working on it! I promise... I know, bip bip!


	2. Chapter 2: Hard to Love You

**Disclaimer: **I don't own these characters! I didn't last chapter, and I still don't with this one, and I never will!

**Chapter 2: Hard to Love You**

* * *

_Hard to Love You by the Wreckers_

I've been wrong but I've been changing

I've been wondering what to do

Here I am alone and waiting

For you

It isn't easy trying to tell you

Exactly what's on my mind.

* * *

Alec felt the pain rush back to him immediately. He shrugged and then moved the glass up to his lips once more. "I don't know what you're talking about," he told her simply before chasing his thoughts away with the amber liquid again. 

Max frowned at him. "I'm not stupid, Alec."

"I never said you were."

Alec was surprised by the silent response. It caused him to turn and face her again. He was momentarily shocked to find her lip quivering ever so slightly as she prepared herself. He wouldn't have even noticed if he hadn't paid so much attention to the details of Max. And as much as he could anticipate many of her actions, she still managed to surprise him- like on days like this.

He again wondered what she was doing here. It seemed she was struggling with something herself. But what did that have to with knowing about Rachel?

"Max, what is it?" he asked her, his voice letting on his concern.

"I don't just think I saw something, Alec," she said finally. "I know I did."

"What did you see?"

Max hesitated before continuing. "This isn't easy for me to tell you," she admitted.

Alec almost laughed. It hadn't occurred to him how surprised Max would be to see that he'd actually allowed himself to care about another person. He thought that like everything else, she'd just let it go over her head.

But it seemed, she'd noticed. Alec wasn't sure if that was good or bad.

"I tried to talk myself out of coming here," she continued.

"You talk to yourself often, Maxie?" Alec teased her, his first light comment since he'd seen her.

"Shut up," she replied with a small grin.

"So I guess I'm not the only person you ignore," Alec continued. "You don't even listen to yourself. That's kind of messed up, Max."

"You know, I thought about what you said earlier," she told him seriously.

Alec nodded. _Great_. Now he had the guilt of hurting Max to weigh on his mind, as well. He could tell she wasn't going to leave until she felt like everything was back to normal in Maxie World. Which meant, somehow, he had to ensure her that he was perfectly fine when he was feeling so low that cracking a smile took real effort.

"That I don't understand…. That I _can't_ understand." Max managed to pull her lips into a light grin as she continued. "But I think I might, if you give me a chance. And do you really want to pass up the opportunity to prove me wrong?"

Alec almost snorted at her attempt to lightly prod him into discussing it. "Are you challenging me, Max?" he asked her for clarity.

After a moment of considering it, she nodded. "Yeah, I think I am. You up for it?"

"I feel like this is a lose-lose situation. How am I supposed to _know _whether you understand or not? You could just say you do, and I'll have no choice but to believe you."

"I guess you'll just have to take my word for it."

"I'm just supposed to trust you."

"Yeah," Max answered with a nod. "It's not so bad once you accept it."

"Speaking from experience?"

"A friend of mine told me something today," she began to explain. "I think he trusts you. And well, I trust him with my whole heart. So I guess that means I should trust you, too."

Alec was curious by her words. She had to be talking about Joshua. "Is that all Josh had to say about me?" he couldn't help pressing.

"Well, you make a pretty painting," Max joked.

Alec let out a laugh at this statement, the action making his heart feel light for a moment. "So I made the cut, huh? What am I, Joshua number 50?" he returned the light mood.

"Actually, you're number 57," Max answered him seriously.

"So what number are you?" he asked her casually.

Max shrugged. "I don't know. Maybe I didn't make the cut."

"I doubt that," Alec told her. "I remember when he first started painting. If you were hurt about something, he just couldn't paint. Maybe they're all about you," he considered.

"Well not 57," Max insisted. "That one's all you, Pretty Boy."

Alec nodded with a light smile before he thought about his situation again, the thought bringing a sadness over his face once more.

"So what's the worst thing you've ever had to do, Max?" he asked her suddenly.

Max was silent for a moment, as images of her family flashed through her mind. The sound of a neck snapping as his limp body rested in her arms; the unfamiliar stare attached to a face that she never got to say goodbye to; the frail body of her sister that she was forced to abandon as the helicopter drew near; watching- _allowing_- her sister to be taken away in a trade with the devil only to find out later that she'd died a slow and painful death; hugging an unknown soldier who she'd never even noticed until he gave his life for her.

"There's a lot," she told him finally. "Could you be more specific?"

"Okay," he tried. "Have you ever been ordered to hurt someone you loved?"

Max was hit with surprise by the question. She didn't realize that Alec's concerns were so extreme as to be _love. _As she considered it, she remembered being ordered to give away Eyes Only's identity. "…not exactly," Max answered finally. It was like Alec had said earlier- she'd left when she was 9. She had never been on any real missions. Just the training.

"Well if you were," he continued, speaking hypothetically, "Would you do it?"

Max thought about it seriously for a moment.

"I'd rather die," she answered finally with quiet conviction.

"Well maybe you do understand," Alec answered before escaping to his drink again.

Max felt his sadness as she considered what he must be going through. Regret danced in her mind, not for the first time. But it was the first time that it was for him. She was probably the last person he wanted to open up to. But unfortunately for both of them, she was all he had at the moment.

"I'm sorry," she told him for the second time that day.

Alec faced her, his hazel eyes shining with moisture that he didn't think he still had in him. "She was my job," he confessed to Max.

Alec wasn't really sure why he caved in to her. He didn't want to talk about it, especially not with Max. The whole situation was completely weird. She was sitting beside him as though they were equals, when from day one, she'd regarded him as no good.

"I know," she told him softly as she again placed a comforting hand on his shoulder.

Alec's eyes moved to fall upon the hand that was offering him warmth and giving some life back to him. It wasn't his intention, but the action led her to realize that he would appreciate more than just a friendly pat on the back.

Max surprised Alec by closing the space between them and slowly placing her arms around him in a tentative hug.

And he surprised her by holding onto her in a way that made her feel the love he was carrying in his scarred heart for his lost love.

"It's all my fault," his muffled voice told her.

Max felt him suddenly stiffen underneath her touch. "Alec…" she began.

She felt his swallow as the lump chased down his throat that was pressed against her, and she was silent as he lifted his head so that he could lock his eyes with hers before he continued.

"Do you want to hear a story?" Alec asked Max. His voice was much stronger than it had been so far. But the random question left Max confused. Maybe he wasn't ready to talk about it after all…

"Sure," she answered confidently despite the uncertainty shaking at her core. "I'm always up for a good story." It was her warm way of encouraging him.

But Alec didn't return the light mood. "This one isn't happily ever after," he warned her.

Max only smiled in response. "That's okay," she accepted. Her eyes shone into his with an openness that she sometimes forgot she had in her. She was so used to putting up walls and being strong for people… It got to be more than just survival. It was her entire way of life. But something in his open stare and the small bond that she couldn't deny between the two of them called her to forget all of her problems and all the people she needed to be strong for. At least for long enough to hear one story.

Her hand rested on his shoulder, now a familiar and comfortable spot for her, as she continued, "I really want to hear it."

Alec nodded. "Well, I'm not much of a storyteller, but I'll give it a shot."

He paused before letting out his tale. "There was this beautiful princess," he began.

"Princess?" Max couldn't help mocking as she raised a brow in hesitation. He couldn't be serious!

"Yes, a princess," Alec continued with a grin. "Hey, it's _my _story. And all good stories have a princess in them, didn't you know that?"

Max let out a light laugh. "Um, no!" she answered honestly.

"Well, what kind of childhood did _you _have?" Alec asked in ironic jest.

Max rolled her eyes. "Okay, fine. Your story, your rules. There's a princess… go on."

"A _beautiful_ princess," Alec reminded her.

"Aren't they always?" Max commented sarcastically.

Alec took a moment to consider the question. "Well… now that you mention it, I've never seen an ugly princess. But they can't _all _be beautiful."

"Can't they?" Max questioned him again.

"Do you mind letting me tell the story?" Alec asked.

"Oh, sorry!" Max mock-apologized. "Do your thing. I won't interrupt. I'm finding this completely enthralling already!"

"I'm sure," Alec dismissed her teasing before continuing seriously. "So like I was saying, there's this princess."

"_Beautiful_ princess," Max reminded him.

Alec continued as though there was no interjection. "…and she fell in love with this really ugly frog."

Max bit her lip to prevent herself from laughing. "Okay. What was it that made her fall for the ugly frog? Couldn't have been the warts, so I'm guessing he was all kinds of charm."

"Sort of. See… he was in disguise," Alec explained. "So, the princess didn't _know _he was just an ugly frog. She thought he was a-"

"Handsome prince?" Max guessed.

"Something like that," Alec half-accepted. "Only the frog was pretending to be her teacher. He gave her piano lessons, only dressed up like a prince."

Max nodded, pretending to be captivated. "So this was quite the talented little frog. Or was he also pretending to know how to play the piano."

"Oh, no," Alec clarified. "That frog knew how to play. He was _damn _good, too. Took all these lessons beforehand. You know, so he could be sure to fool the princess."

"'Cuz if he couldn't play the piano, she would surely know that he was really just an ugly frog," Max commented.

"Okay, so to make a long story short, the frog was a little more complicated than that."

"Could he also play the guitar?" Max smartly asked.

"Okay, _maybe_," Alec commented, sounding slightly irritated, "this is taking too long because you keep interrupting."

"Sorry!" Max apologized again before making a symbol with her hands to indicate she was sealing her lips shut and throwing away the key.

Alec rolled his eyes, suddenly losing the desire to continue. "Forget it," he mumbled. "She's gone. What does it matter how or why or who?"

"Alec…" Max tried, before he tensed and ripped himself away from her grip.

"I'm serious, Max. Story time's over. Get out. I'm not kidding this time."

Max lost the playful look that had been lighting up her face and immediately flashed him a look of true concern. "Alec, come on. I mean it, I want to hear the rest."

Alec shrugged. "Too bad. I told you, I'm not much of a story-teller. Why don't you ask your boyfriend to find the Berrisford file? I'm sure it won't take him long to read up on the whole affair. You two can bond over some popcorn while you enjoy story time together."

It was Max's turn to tense at these words. "He's _not _my boyfriend," she insisted. "And this isn't something I would share with Logan," she told him truthfully.

Alec's brow raised in interest, betraying his wishes for her to leave him to his misery. "You keep things from Logan?" he asked curiously.

Max looked to the floor but was still open in her response. "You're not the only one with secrets, Alec."

"Isn't the whole point of secrets to keep them that way?" Alec commented, again hinting for her to butt out.

"It could be our little secret," Max encouraged him.

"Forget it," Alec dismissed the offer. "It's mine. And I have to keep it that way."

Max nodded. "Fine," she said simply. "It's your secret," she accepted, "But is it okay if I tell you one of mine? I don't really want to keep it to myself anymore, if you don't mind sharing the burden."

Alec almost laughed. "Yeah, bring it on," he told her, "It'll be in good company, with all the other crap I'm carrying."

Max nodded and then took a moment to breathe in once. It seemed this secret wasn't as easy to share, despite her willingness to do so. "So, I met this guy. And I thought he was nothing but an arrogant, selfish, sarcastic dick."

A smirk easily came to Alec's face at her description of him. "That all?" he asked in mock-surprise that she had no other foul words to use in her description.

Max took a minute to consider it. "I think that about covers it," she said. "Well, you get the idea, anyway."

"Yeah," Alec commented dryly.

"But it turns out I was wrong," Max admitted in a quiet voice, full of vindication. "See, I never looked past his walls. 'Cuz I was too busy fortifying my own."

"You sure they were just walls?" Alec questioned her in a low voice. "Maybe you were right about this guy. Maybe he really is just… an asshole."

Max almost laughed. "Well, he _is _an asshole," she accepted. "But that's not everything to him. Outside, there's… lots of pretty colors. Tricks and treats. But inside, there's darkness. Confusion."

"Pretty colors?" Alec said with a cocky grin. "And here I thought you'd never noticed."

"I didn't," Max told him. "But apparently everyone else did." She rolled her eyes at this. "And maybe I did, too. I just didn't want to admit it."

"You know I'm not gonna let you live that one down, Max."

"I said _maybe_," Max said in her own defense.

"It's okay," Alec continued. "You can deny it all you want. I always knew how you really felt."

Max rolled her eyes again. "Okay, Pretty Boy. That's not the point though."

"That you find me extremely attractive? With all my outer 'pretty colors'?"

"The point is," she continued forcefully as though he hadn't spoken, "I get it. I never saw the whole picture with you."

"But now you do?" Alec asked, somewhat irritated that she thought she had him figured out so well.

"No," she surprised him with her truthful answer. "But I'll be on the lookout now, I guess."

"The lookout?"

"For Alec."

"I'm right here, Max," he said with a smirk.

"I know," she accepted in an appreciative voice. "You're always right here."

"It must be hard," Alec said suddenly, turning the focus onto Max. "Not being able to share everything with Logan."

Max noted that this time, the man wasn't used as a quick change of subject. Alec really looked concerned as he brought up her 'not-like-that' boyfriend.

Max nodded. "Yeah, it's rough sometimes." She laughed before confessing something to him that she had no intention of telling anyone, let alone Alec. But it just came right out of her in the natural flow of their conversation. "Sometimes I wonder if he would love me still… knowing… everything." Her eyes burned at her heart's confession.

She felt a thumb lightly stroke the unshed tears out of her mind with the calming action of the circles being traced onto her skin. The way his strong hand cradled her face brought her stare away from the floor and into his vulnerable eyes that were shining into hers.

"He would love you still, Max," Alec told her, his voice and stare so serious that she had to believe him. "If he's still capable of sane thought, he'll love you. Don't ever think that way about yourself."

He pulled Max slowly into an embrace, giving her some strength to deal with her pain, just as she had done for him. As he held her in his arms, he knew it was true. He had never really noticed before. She made it hard to, of course. It was just as she said. Her walls were carefully and purposefully in place to keep anyone from really knowing her. Was that really why? She was scared that if they knew the truth, they wouldn't want to be with her anymore?

Her past was nothing to run from. In Alec's eyes, the decisions she'd been forced to make, even the ones he still didn't know about, he knew were just as worthy of embracing as the easy ones. In fact, the harder decisions were even more worthy, in his eyes.

The woman he was holding onto, he realized, meant more to him than anyone else right now. And to think that she thought herself undeserving of any true love hurt him almost as much the pain he was already carrying.

_What's happening? _Max asked herself as her world started to spin underneath the warm feel that his strong arms gave her as he held onto her tiny frame. She had come here with a purpose, a reason. _She _was supposed to be the strong one. _She _was supposed to be the one offering comfort.

But now she was the one with tears coming out of her eyes.

Even though they were enclosed together in silence, their actions spoke volumes. An understanding that hadn't existed before settled over the pair. Both knew without discussing it that they weren't going to mention this moment in the future. It wasn't that they wanted to pretend like it never happened.

It was like Max said- it was their little secret.

Max withdrew from the hug with a smile lighting up her face. She squeezed the hand that was interlocked with hers once in gratitude that she wouldn't speak of but that both knew was there. "You, too," she said simply before letting go and reaching for her coat.

Her purpose in being there was fulfilled. Her reason in coming was complete. She'd wanted to be a listening ear for him, and even though he never finished the story, he didn't have to. She knew and more importantly, she understood.

"Me, too…?" Alec asked in true confusion as he helped her put her jacket back on. The same jacket that he hadn't even noticed her removing when she'd first come in since he was too wrapped up in his own thoughts at that time.

"A girl could really fall for you," she told him honestly. "I mean it. Not with your lines or that Pretty Boy face. It's in here." With that, Max reached out to his chest, letting her hand fall upon the spot directly over his beating heart that she could feel racing underneath her touch.

Alec stared in disbelief for a moment, considering her words. He still wasn't convinced that anyone could possibly love someone like himself. After a minute to think about it, his voice came back to him. "You really think so, Max?" he couldn't help asking.

Max stared him up and down once in a quick, but studying action. After a moment to consider it, she nodded with her reply. "Yeah," she told him softly, "I do."

Once the door was closed in front of him, Alec really did feel as though a burden had been lifted. His heart was lighter, and he felt free, despite the painful memories that he could never escape from, and didn't want to, for that matter.

Rachel was a part of his past, something that taught him a lesson that he would never forget. She had given him his first taste of love.

Alec allowed a small grin to come to his face as he stared at the door that was shut in front of him, thinking of the woman who'd been standing there only a moment before. "Goodbye, Rachel," he said softly before retreating to his bedroom.

* * *

**a/n**: Thanks everyone for reading! I hope the ending was just as good as the beginning. 


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